Under the terms of the transaction, Somaxon shareholders will receive only $25 million in Pernix common stock. The number of Pernix stock issued will be based on the volume-weighted average price of Pernix's common stock in the 30 day period prior to the merger closing, representing a value of between $6.00 and $9.00 per Somaxon share. The investigation concerns possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Somaxon for not acting in the Company's shareholders' best interests in connection with the sale process to Pernix.

The transaction may undervalue the Company and will result in a loss for many shareholders. For example Somaxon stock traded at $27.28 as recently as January 6, 2011. In addition, in the 12 months ended September 30, 2012, Somaxon had net sales related to Silenor, a drug approved to treat insomnia, of approximately $11.7 million. Silenor has potential to produce additional revenue as an over-the-counter product in the future.

If you own shares of Somaxon stock and wish to discuss the legal ramifications of the proposed transaction, or have any questions, you may e-mail or call the law office of Brodsky & Smith, LLC who will, without obligation or cost to you, attempt to answer your questions. You may contact Jason L. Brodsky, Esquire or Evan J. Smith, Esquire at Brodsky & Smith, LLC, Two Bala Plaza, Suite 602, Bala Cynwyd, PA 19004, by e-mail at investorrelations@brodsky-smith.com visiting http://brodsky-smith.com/518-somx-somaxon-pharmaceuticals-inc.html, by calling toll free 877-LEGAL-90.